AGREEMENT FOR THE SALE AND PURCHASE OF THE BUSINESS AND ASSETS OF TRAVELEX UK LIMITED

CONFORMED COPY

Exhibit 10.8(b)

Clause

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Clause

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(1)

TRAVELEX UK LIMITED , a company incorporated in England and Wales (registered number 1985596) whose registered office is at 65 Kingsway, London WC2B 6TB (the “ Seller ”);

(3)

TRM CORPORATION , a corporation organised and existing under the laws of the state of Oregon, United States of America whose principal place of business is at 5208 NE 122 ^nd Avenue, Portland, Oregon 97230, USA (the “ Guarantor ”).

(A)

The Seller carries on the Business (as defined below).

(B)

The Seller wishes to sell and the Buyer wishes to buy the Business as a going concern on the terms and conditions of this Agreement.

(C)

The Guarantor has agreed to guarantee the obligations of the Buyer on the terms and conditions of this Agreement.

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, the following words and expressions shall have the following meanings unless the context requires otherwise:

“ Accounts ”

the audited individual accounts (within the meaning of section 226 Companies Act 1985) of the Seller for the financial year ended on the Accounts Date, a copy of which is annexed to this Agreement marked “A”;

“ Accounts Date ”

31 December 2004;

“ Aged Creditors ”

all sums due and owing by the Seller at the Effective Time in connection with the Business and in the ordinary course of trade but excluding the Transferring Creditors;

“ Aged Debtors ”

all sums receivable by or owing to the Seller at the Effective Time in connection with the Business and in the ordinary course of trade, whether or not then invoiced or due, and any interest payable on any such sum, but excluding the Transferring Debtors;

“ Assets ”

the assets and rights to be sold under this Agreement, as listed in clause 6.2;

“ ATM ”

a domestic currency dispensing automated teller machine including any associated Housing and software necessary to run the automated teller machine;

“ ATM Site ”

any site at which the Seller operates or manages an ATM in the course of the Business;

“ Business ”

the business of installing, operating and/or managing ATMs carried on by the Seller in the United Kingdom at the Effective Time under the name and mark “Travelex” and/or “Alliance & Leicester” but excluding the Excluded Business;

“ Business Day ”

a day on which banks are open for business in London, other than Saturday or Sunday;

“ Business Design Right ”

the design right owned by the Seller at the Effective Time and used exclusively for the purposes of the Business and/or the business of Travelex ATMs, details of which are set out in schedule 1;

“ Business Know-how ”

all know-how, trade secrets, techniques, information, expertise or proprietary knowledge of

the Seller at the Effective Time used exclusively for the purposes of the Business and/or the business of Travelex ATMs;

“ Business Records ”

the records of the Seller at the Effective Time relating wholly or mainly to the Business and/or the business of Travelex ATMs, except as comprised in the Excluded Assets including inter alia:

(a)

all PAYE, National Insurance and other records relating to the Employees; and

(b)

all documents relating to the Contracts;

“Buyer’s Accountants”

the Buyer’s accountants for the time being;

“Buyer’s Group”

the Buyer, any ultimate parent undertaking of the Buyer for the time being and all direct or indirect subsidiary undertakings for the time being of any such parent undertaking’s accountants for the time being;

“Buyer’s Solicitors”

Davenport Lyons of 30 Old Burlington Street, London W1S 3NL;

“Companies Act 1985”

the Companies Act 1985;

“ Completion ”

completion of the sale and purchase of the Business and the Assets in accordance with this Agreement;

“Completion Accounts”

a pro-forma statement of certain current assets and certain current liabilities of the Seller relating to the Business as at 5.30 pm on the Completion Date, as listed in each case in part 1 of schedule 10 (Completion Accounts);

“ Confidential Information ”

all confidential information and trade secrets

relating exclusively to the Business or to the business of Travelex ATMs including all financial, marketing and technical information, ideas, concepts, technology, processes and knowledge together with lists or details of customers, suppliers, prices, discounts, margins, information relating to research and development, current trading performance and future business strategy and any information derived from any of them and subsisting at the Completion Date in each case to the extent confidential and relating exclusively to the Business and the business of Travelex ATMs;

“ Completion Date ”

the date on which Completion takes place;

“Conditions”

the conditions listed in clause 4.1;

“ Contracts ”

all the agreements, written or oral, relating exclusively to the Business and/or the business of Travelex ATMs as listed in schedule 8 provided that references in this Agreement to rights or obligations under or in connection with the Contracts exclude the Aged Debtors, the Transferring Debtors and the Aged Creditors and Transferring Creditors respectively;

“ Disclosure Letter ”

the disclosure letter in the agreed form from the Seller to the Buyer, dated with the date of this Agreement, together with the documents attached to it;

“ Effective Time ”

5.30 p.m. UK time on the Completion Date;

“ Employees ”

the individuals employed or engaged wholly or mainly in the Business at the Effective Time which at the date of this Agreement consists of those persons whose details are set out in schedule 9;

“Encumbrance”

a mortgage, charge (fixed or floating), pledge, lien, option, restriction, hypothecation, guarantee, trust, right of set-off, right of first refusal, right of pre-emption or other third party right (legal or equitable), interest or claim of any kind including any assignment by way of security, reservation of title or other security interest of any kind, howsoever created or arising, or other agreement or arrangement having similar effect;

“End Date”

shall have the meaning given in the Share Purchase Agreement;

“Environment”

the natural and man-made environment and all or any of the following media, namely air (including air within buildings and air within other natural or man-made structures above or below ground), water (including water under or within land or in drains or sewers and inland waters), land and any living organisms or systems supported by those media;

“Environmental Law”

all applicable laws, regulations, directives, statutes, subordinate legislation, common law, civil codes and other national and local laws, all judgments, orders, instructions or awards of any court or competent authority and all codes of practice, industry agreements and guidance notes which primarily serve to protect the Environment or human health and safety and includes all laws relating to actual or threatened emissions, seepages, discharges, escapes, releases or leaks of pollutants, contaminants or Hazardous Substances;

“Escrow Account”

the bank account to be opened in the joint names of the Seller’s Solicitors and the Buyer’s Solicitors in accordance with the Escrow Agreement;

“Escrow Agreement”

the agreement, in the agreed form, between the Seller, Snax 24 Corporation Limited, the Buyer, TRM Services Limited, the Seller’s Solicitors and the Buyer’s Solicitors to be entered into pursuant to the Share Purchase Agreement;

“Excluded Assets”

those assets listed in schedule 2;

“Excluded Business”

(a)

acting as “landlord” (and carrying out maintenance activities) in relation to a site on which an ATM is installed where that ATM is operated by a third party paying a fee to the Seller (whether that fee is fixed or calculated by turnover or determined in any other way) provided that the Seller shall not be in any way otherwise involved in the operation of the ATM in question or the processing of transactions in relation to that ATM; or

(b)

operating any ATM installed at any site (including for example but without limitation an airport terminal) at which the Seller or a member of the Seller’s Group carries on any foreign exchange business, whether or not the ATM in question is located in the bureau at which that foreign exchange business is carried on; or

(c)

operating any ATM which utilises so-called “Dynamic Currency Conversion” technology;

“Excluded Contract Liabilities”

all liabilities of the Seller relating to or arising in connection with:

(a)

any breach of contract or breach of duty which is attributable to any act, neglect, omission or default of the Seller or any

member of the Seller’s Group prior to the Effective Time; or

(b)

any product delivered by any member of the Seller’s Group or any service performed by any member of the Seller’s Group prior to the Effective Time;

“Excluded Liabilities”

the Excluded Contract Liabilities and all the liabilities or obligations relating to the Business or Assets (other than those liabilities expressly assumed hereunder) and outstanding on, or accrued or referable to the period up to and including the Effective Time, including but not limited to any and all liabilities in respect of national insurance, PAYE, VAT or other Taxation attributable to the Seller in respect of the Business, the Assets or the Employees relating to the period ending at the Effective Time and all bank and other overdrafts and loans owing by the Seller;

“Goodwill”

all the goodwill, interest and connection of the Seller in and concerning the customer base, prospects and contacts of the Business at the Effective Time together with the exclusive right (so far as enjoyed by the Seller) to carry on the Business and for the Buyer to represent itself as carrying on the Business in succession to the Seller;

“Group”

the Buyer’s Group or the Seller’s Group, as the context requires;

“Hazardous Substances”

any substance or organism which alone or in combination with others may cause harm or damage to the Environment, human health and safety, flora or fauna and includes without limitation, any hazardous or toxic materials, pollutants and wastes;

“Hire Agreement”

an operating lease, finance lease or hire purchase agreement;

“Housing”

any cabinet, kiosk, acoustic hood, shelter or booth or similar things (including any side panels, door, signage, lighting, metal frame, back plate or other configuration) forming the structure of an ATM;

“ICTA”

the Income and Corporation Taxes Act 1988;

the independent firm of chartered accountants to whom matters are referred in accordance with clause 8.1;

“Intellectual Property Rights”

all Registered Intellectual Property Rights and all inventions (whether patentable or not), design rights, database rights, copyright, moral rights, semiconductor topography rights, unregistered trade and service marks, logos, get-up and trade names and the goodwill attaching to them, Know-how, and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which subsist anywhere in the world;

“Know-how”

all know-how, trade secrets and confidential information, in any form (including paper, electronically stored data, magnetic media, film and microfilm) including without limitation drawings, formulae, test results or reports, project reports and

testing procedures, information relating to the working of any product, process, invention, improvement or development, instruction and training manuals, tables of operating conditions, information concerning intellectual property portfolio and strategy, market forecasts, lists or particulars of customers and suppliers, sales targets, sales statistics, prices, discounts, mark-ups, future business strategy, tenders, price sensitive information, market research reports and business development and planning reports but always excluding any Confidential Information;

“ Leased Equipment ”

all assets used (but not owned) by the Seller exclusively for the purposes of the Business and which are the subject of a Hire Agreement;

“ Licence Agreement ”

the perpetual royalty free licence of the use of the Business Design Right, in the agreed form, to be granted by the Buyer to the Seller on Completion;

“ Losses ”

in relation to any matter, all liabilities, losses, claims, damages, fines, penalties, costs and expenses relating to that matter (including for the avoidance of doubt all reasonable and properly incurred legal and other professional costs);

“ Management Accounts ”

the unaudited management accounts of the Seller in relation to the Business comprising balance sheets as at 31 December 2004 and as at 30 June 2005 and profit and loss accounts for the periods which began on (a) 1 January 2004 and ended on 31 December 2004 and (b) 1 January 2005 and ended on 30 June 2005 copies of which are annexed to this Agreement marked “B”;

“Net Current Liability Statement”

the statement of the Net Current Liability Value in the format set out in part 3 of schedule 10 (Completion Accounts);

“Net Current Liability Value”

the amount (if any) in pounds sterling by which the aggregate value of those liabilities of the Seller relating to the Business as at the Completion Date that are listed in part 1 of schedule 10 (Completion Accounts) (the repayment of which, for the avoidance of doubt, is being assumed by the Buyer pursuant to this Agreement) exceed the aggregate value of those assets of the Seller relating to the Business as at the Completion Date that are listed in part 1 of schedule 10 (Completion Accounts) (which assets are for the avoidance of doubt, being acquired by the Buyer pursuant to this Agreement) as shown in the Completion Accounts (and for the avoidance of doubt, the amount of that excess (if any) shall be expressed as a positive rather than as a negative figure), and provided that (a) if the aggregate amount of those liabilities is equal to the aggregate amount of those assets, the Net Current Liability Value shall be zero; and (b) if the aggregate amount of those liabilities is less than the aggregate amount of those assets then the amount of that shortfall shall be expressed as a negative (rather than as a positive) amount, so that (for illustrative purposes only) if the aggregate amount of those liabilities exceeds the aggregate value of those assets by £100,000, the Net Current Liability Value shall be £100,000 and if the aggregate amount of those liabilities is less than the aggregate value of those assets by £100,000, the Net Current Liability Value shall be –(£100,000);

“ Pension Scheme ”

means the scheme known as the Travelex Group Personal Pension Plan operated by Scottish Equitable plc;

“ Plant and Equipment ”

such of the ATMs as are listed in schedule 6 which are owned by the Seller at the Effective Time and held exclusively for the purposes of the Business and/or the business of Travelex ATMs, and other items of plant, machinery, fittings, tools and equipment, including computer systems, office furniture and motor vehicles, excluding any assets comprised within the Excluded Assets, owned by the Seller at the Effective Time and held exclusively for the purposes of the Business and/or the business of Travelex ATMs including but not limited to the items described in schedule 11;

“ Registered Intellectual Property Rights ”

all patents, utility models, registered designs, registered copyrights, plant variety rights, registered trade and service marks and the goodwill attaching to them, domain names and applications for registration and rights to grant of them and any rights or forms of protection of a similar nature anywhere in the world;

“Repeated Warranties”

the Warranties other than those set out in paragraph 2.2 of part 2 of schedule 3, as such warranties continue to be repeated in accordance with clause 14.1 between the date of this Agreement and the Completion Date provided that, for the purposes of this definition, references to Employees in the Warranties contained in part 8 of schedule 3 shall be to the Employees as at the date of this Agreement;

“Sellers’ Accountants”

the Seller’s accountants for the time being.

“ Seller’s Group ”

Travelex Holdings Limited and all direct or indirect subsidiary undertakings for the time being of Travelex Holdings Limited;

“ Seller’s Solicitors ”

Olswang of 90 High Holborn, London WC1V 6XX;

“ Share Purchase Agreement ”

the agreement, in the agreed form, between TRM Services Limited, the Seller and Snax 24 Corporation Limited, with the same date as this Agreement relating to the sale of the Shares;

“ Shares ”

shall have the meaning given to it in the definitions of the Share Purchase Agreement;

“ Site Agreement ”

has the meaning given to it in paragraph 1.1 of part 6 of schedule 3;

“ Tax ” or “ Taxation ”

all forms of taxation, duties, rates, levies, withholdings, deductions, charges and imposts imposed in the United Kingdom or elsewhere, and all penalties, surcharges, fines and interest relating to any of the above but excluding any stamp duty, stamp duty land tax or stamp duty reserve tax payable on this Agreement or any instrument executed pursuant to this Agreement or on any agreement relating to the Business and excluding business rates;

“ Tax Authority ”

HM Revenue and Customs and any other authority body or official (whether in the United Kingdom or elsewhere) competent to assess, demand, impose, administer or collect Tax;

“ Trade Marks ”

business names, domain names, registered and unregistered trade marks and applications for registration of any of the above;

“Transfer Regulations”

the Transfer of Undertakings (Protection of Employment) Regulations 1981;

“Transferring Creditors”

all sums due and owing by the Seller for fewer than 60 days from the date of supply of the goods or services or if the provision for such goods or services is ongoing, the date of invoice at the Effective Time in connection with the Business and in the ordinary course of trade and excluding (a) any amounts due in respect of the purchase of fixed assets (b) amounts due to members of the Seller’s Group and (c) any such sums comprised within the Excluded Liabilities;

“Transferring Debtors”

all sums receivable by or owing to the Seller at the Effective Time in connection with the Business and in the ordinary course of trade and which have been owing to the Seller for fewer than 60 days from the date of supply of goods or services, and whether or not then invoiced or due, but excluding any such sum comprised within the Excluded Assets;

“Transferring Intellectual Property”

the Business Design Right, the Goodwill associated exclusively with the Business, the Business Know-how and all other Intellectual Property Rights owned by the Seller at the Effective Time and used exclusively for the purposes of the Business and/or the business of Travelex ATMs, including the Intellectual Property Rights listed in schedule 1, but excluding any Intellectual Property Rights comprised within the Excluded Assets;

“Transitional Services Agreement”

the transitional services agreement in the agreed form to be entered into between the Seller and the Buyer and Travelex ATMs on the date of this Agreement;

“Travelex ATMs”

Travelex ATMs Limited, a private company limited by shares incorporated in England and Wales with registered number 4046739;

“Travelex Holdings Limited.”

a company incorporated in England and Wales (registered number: 4090247) whose registered office is at 65 Kingsway, London WC2B 6TB;

“VAT”

value added tax, as provided for in VATA, and any tax imposed in substitution for it;

“VATA”

the Value Added Tax Act 1994;

“Warranties”

the warranties of the Seller given under clause 14.1 which are set out in schedule 3; and

“Warranty Claim”

a claim for any breach of any of the Warranties.

1.2

In this Agreement, unless the context requires otherwise:

consolidation on or after the date of this Agreement would increase the liability of any party under this Agreement; and

1.3

The schedules and recitals form part of this Agreement and shall have effect as if set out in full in the body of this Agreement, and any reference to this Agreement includes the schedules and recitals.

2.

AGREEMENT FOR SALE

2.1

Subject to the terms of this Agreement, the Seller shall sell or cause to be sold and the Buyer shall buy the Business as a going concern and all the Assets with effect from the Effective Time.

2.2

The Seller shall sell and the Buyer shall purchase the Assets and all attached or accrued rights free from all Encumbrances with full title guarantee, save as provided in clause 11 and save in relation to the Transferring Intellectual Property Rights where the only Warranties given are as set out in part 9 of schedule 3.

3.

EXCLUDED ASSETS

3.1

Nothing in this Agreement shall operate to transfer to the Buyer any interest in any of the Excluded Assets.

3.2

The Seller acknowledges and agrees that the Buyer will not assume or have any liability or obligation in respect of:

and the Seller shall indemnify the Buyer on demand against all Losses which the Buyer incurs in relation to any liability or obligation not to be assumed or incurred by the Buyer in accordance with this clause 3.2.

4.

CONDITIONS

4.1

Completion is subject to the following conditions being satisfied or (where permitted) waived on or before 5.30 p.m. (London time) on the End Date:

4.2

The Seller shall use all reasonable endeavours to procure that the Condition set out in clause 4.1.1 is satisfied on or before the End Date. The Buyer shall provide all reasonable information relating to it and to the Buyer’s Group as is reasonably requested by any counterparty such as is referred to in clause 4.1.1 and, for the purposes of obtaining the consents referred to in that clause, the Guarantor shall (if so requested by any such counterparty) offer a reasonable guarantee of the obligations of the Seller or Travelex ATMs (as the case may be) under the relevant contract. If the Guarantor fails to supply any such guarantee or the Buyer is in material

breach of its obligations under the previous sentence, then without prejudice to the other rights of the Seller, the consent of the relevant counterparty shall be deemed obtained for the purpose of clause 4.1.1 if such failure is the reason for the consent not having been obtained. The Buyer shall take all reasonable steps to obtain the funding referred to in clause 4.1.2 on or before the End Date provided that the Buyer shall be under no obligation to continue to raise the funding save to the extent that (a) such funding ceases to be viable because of a material adverse change affecting stock markets or interest rates or (b) to the extent that funding on terms acceptable to the proposed suppliers of financing would be likely to result in the share price of the Guarantor falling by more than US$1.55. The Buyer shall not be obliged to accept the offer of any funds unless the funding is available to the Buyer on terms reasonably believed by it to be commercially reasonable.

amount of that reduction, and the aggregate reduction in the value of the Business and the Assets caused by all breaches of the Repeated Warranties as defined in the Share Purchase Agreement, exceeds £250,000 in which event the Seller shall, subject to clauses 5.5 and 5.6, indemnify the Buyer for the entire amount of the reduction in the value of the Business and Assets, including any amount taken into account in reaching the £250,000 threshold.

5.5.1

any fact or matter disclosed in the Disclosure Letter on the basis set out in clause 14.1 or any claim made or proceedings threatened by any third party arising out of any fact or matter disclosed in the Disclosure Letter on such basis; or

5.5.2

any change in stock markets, interest rates, exchange rates, or other general economic conditions generally affecting the industry in which the Business operates.

Asset

Purchase Price

(stated in pounds sterling or

as a percentage of the

balance of the purchase price)

£1

£1

the face value of the Transferring Debtors

20% of (the total purchase price less £4)

£1

80% of (the total purchase price less £4) less the face value of the Transferring Debtors plus the face value of the Transferring Creditors

Minus the face value of the Transferring Creditors

Asset

Purchase Price

(stated in pounds sterling or

as a percentage of the

balance of the purchase price)

£1

£11,528,000

6.3

The apportionment referred to in clause 6.2 shall apply for all purposes, including stamp duty and any other form of Taxation, but shall not in any way limit the liability of the Seller in respect of any Warranty Claim.

6.4

On the date falling five Business Days after the calculation of the Net Current Liability Value becomes final and binding on the parties in accordance with this Agreement:

where:

 X =

£95,322

x B

A

A = 258

B = the number of ATMs in operation as at the Completion Date

C = £25,000

together in either case with interest accruing from day to day, both before and after judgment, from the Completion Date until the date of payment at a rate two per cent. above the base rate for the time being of Barclays Bank plc. All payments pursuant to this clause shall be made by telegraphic transfer of immediately available funds to the bank accounts specified in clause 19.

requested for the purpose of preparing or reviewing the Completion Accounts and the Net Current Liability Statement. The parties’ obligations under this clause shall, without limitation, extend to providing access to or copies of all working papers in their possession or under their control (other than those created by their respective accountants) created in the course of the preparation and/or review of the Completion Accounts and/or Net Current Liability Statement, together (in the case of the Buyer) with extracts from the Seller’s accounting records to which the working papers relate or from which the working papers have drawn information, and access upon reasonable notice and during normal working hours to relevant personnel, and to relevant records and information within the possession or under the control, of the relevant party.

8.1.1

KPMG or (if they refuse to accept instructions) Deloitte or (if they refuse to accept instructions) any other independent firm of chartered accountants whose identity is agreed between the Seller and the Buyer and whose terms of engagement are agreed to and signed by the accountants, the Seller and the Buyer; or

8.1.2

if no such firm is agreed or no such terms of engagement are signed on or before the date falling 20 Business Days after the date on which a firm accepts instructions (in the case of KPMG or Deloitte) or in any other case is first proposed by either party to the other for the purpose, such independent firm of chartered accountants on such terms of engagement as shall be chosen or (as the case may be) specified on the application of either party by the President for the time being of the Institute of Chartered Accountants in England and Wales. If the Seller or the Buyer fails to sign such terms of engagement on or before the date falling five Business Days after the date on which such choice or (as the case may be) specification is made, Independent Accountants shall be deemed to have been appointed and to have determined the matter or matters to be referred to the Independent Accountants under this clause in favour of the party who has signed the terms of engagement.

8.2.1

shall act as experts and not as arbitrators;

8.3

In the absence of fraud or manifest error, the decision of the Independent Accountants and any determination and any calculation, statement or accounts required to be provided by them by this Agreement shall be final and binding on the parties for all purposes. The fees and expenses of the Independent Accountants shall be paid by such party or parties as the Independent Accountants shall determine to be appropriate in their sole discretion, having regard to the relative merits of the arguments of each of the parties. In default of a determination by the Independent Accountants as to fees and expenses, they shall be borne as to 50 per cent. by the Buyer and 50 per cent. by the Seller.

8.4

The Seller and the Buyer shall each use all reasonable endeavours to co-operate with the Independent Accountants and to enable them to reach their determination within the time period set by this Agreement including by co-operating with any timetable and procedure set by the Independent Accountants. In particular, the Seller and the Buyer shall each provide each other and the Independent Accountants with or with access to all such documents and information as are in their possession or under their control, and access to all relevant personnel upon reasonable prior notice and during normal working hours, as may from time to time be requested by the Independent Accountants in their absolute discretion. In the event that any of the Seller or the Buyer does not co-operate with or grant access to or supply any document or information so requested within any time specified by the Independent Accountants, the Independent Accountants shall be entitled to make such assumptions for the purposes of making their determination (including any determination as to costs) as a result of that failure to co-operate, grant access or supply such document or information as they shall in their absolute discretion determine to be appropriate.

9.2.1

property and risk in the Assets shall pass to the Buyer; and

9.2.2

every Asset which is then in the possession of the Seller, legal title to which is capable of passing to the Buyer by delivery, shall be constructively delivered to the Buyer.

9.3.1

an assignment of the Seller’s rights under and in connection with the Contracts in the agreed form executed by the Seller;

9.3.2

an assignment of the Transferring Debtors in the agreed form executed by the Seller;

9.3.3

the written consents referred to in clause 4.1.1 (save where any consent is deemed given under clause 4.2);

9.3.4

assignments of the Transferring Intellectual Property in the agreed form, executed by the Seller;

9.3.5

certificates of registration and/or filing receipts and the other documents relating to the Transferring Intellectual Property to the extent that the same are in the possession or under the control of the Seller;

9.3.6

all consents required for the sale of the Business and Assets from Apax Partners Europe Managers Limited and agents of the senior and mezzanine financiers under certain financing arrangements;

9.3.7

written confirmation, in a form reasonably acceptable to the Buyer, that the master agreement between Travelex UK Limited, TotalFinaElf UK Limited and Travelex ATMs Limited has not been terminated and is in force;

9.3.8

the Licence Agreement executed by the Seller;

9.4

At Completion, the Buyer shall:

9.4.1.1

the Licence Agreement executed by the Buyer;

9.4.1.2

a certified copy of the minutes of a meeting of the directors of the Buyer in the agreed form resolving that the Buyer should enter into this Agreement, and each other document to be signed by it at Completion, and authorising the execution of those documents by each person signing on behalf of the Buyer; and

9.4.1.3

a certified copy of the minutes of a meeting of the directors of the Guarantor in the agreed form resolving that the Guarantor should enter into

this Agreement and give the guarantee in clause 18, and authorising the execution of this Agreement by each of the persons signing for the Guarantor;

9.4.2.1

the sum of £11,528,000 (less any amount which is to be paid into the Escrow Account in accordance with clause 5.4 and clause 11.8 (Contracts)) to the Seller in accordance with clause 19.1; and

9.4.2.2

pay the sum of £57,241 plus any sum due to be paid into the Escrow Account pursuant to clause 5.4, into the Escrow Account.